Form of Restricted Stock Unit Award



 EXHIBIT 10.1 
 ENTRAVISION COMMUNICATIONS CORPORATION 
 2004 EQUITY INCENTIVE PLAN 
 RESTRICTED STOCK UNIT AWARD 
 [Name] 
 [Address] 
 Dear
                    : 
 You have been granted an
award of Restricted Stock Units (an “Award”) under the Entravision Communications Corporation (the “Company”) 2004 Equity Incentive Plan (the “Plan”) with the following terms and conditions: 
  

			
	Grant Date:	    	            , 20    
		
	 Number of Restricted
 Stock Units:
	    	                
(                ) Units
		
	 Vesting Schedule:
	    	All of your Restricted Stock Units will vest on             , 20     provided you are a member of
the Board of Directors on such date. If your service on the Board of Directors terminates as a result of death or Disability prior to the vesting date, your Restricted Stock Units will become fully vested on the date of such termination. If you are
a member of the Board of Directors at the time of a Change of Control, your Restricted Stock Units will vest as determined by the Compensation Committee of the Board of Directors of the Company or otherwise as provided by Section 16(d) of the Plan.

		
		    	Upon any other termination of your service on the Board of Directors prior to the vesting date, you will forfeit the Restricted Stock Units.
		
	 Issuance of Shares:
	    	As soon as practicable after your service on the Board of Directors terminates, the Company will issue in your name a number of Shares equal to the number of Restricted Stock Units that have
vested.
		
	 Transferability of
 Restricted
Shares:
	    	By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies (including without limitation, the Company’s Insider
Trading Policy) or an agreement between the Company and its underwriters prohibit a sale.
		
	Rights as Shareholder:	    	You will not be deemed for any purposes to be a shareholder of the Company with respect to any of the Restricted Share Units unless and until Shares are issued therefor upon vesting of the
units.
		
	Transferability of Award:	    	You may not transfer or assign this Award for any reason, other than under your will or as required by intestate laws. Any attempted transfer or assignment will be null and
void.









			
		
	Tax Withholding:	    	To the extent that the payment of the Restricted Stock Units results in income to you for Federal, state or local income tax purposes, the Company will withhold that number of Shares otherwise
deliverable to you having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold. The value of any fractional Share remaining shall be paid in
cash.
		
	Miscellaneous:	    	The existence of this Award shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or prior preference stock senior to or affecting the common stock or the rights
thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business or any other corporate act or proceeding, whether of a similar character or otherwise.
		
		    	This Award shall be interpreted by the Committee and any interpretation by the Committee of the terms of this Award or the Plan and any determination made by the Committee pursuant to this
Award shall be final, binding and conclusive.

 This Restricted Stock Unit Award is granted under and governed by the terms and conditions of the Plan. Additional
provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan. 
  

			
	  

	 Name:
	 	
	 Title:
	 	








 ENTRAVISION COMMUNICATIONS CORPORATION 
 DISTRIBUTION ELECTION FORM – 20     DIRECTOR RSUs 
 Directions: Under the terms of your 20     Non-Employee Director Restricted Stock Unit Award (the “20     RSU Award”), the shares issuable under the
20     RSU Award are to be distributed to you when you cease being an Entravision director. Please complete this form if you would like all or any portion of the shares issuable under your 20    
RSU Award distributed to you on the date such RSUs vest. This election will not cause the delay in distribution of any shares that would otherwise be distributed to you during 20__. 
 When making this election, please keep in mind your stock ownership requirements under Entravision’s Director Stock Ownership Guidelines. 
 If you elect to receive some or all of the shares in 20__, the fair market value of the shares on the date they are distributed to you will be reported as taxable compensation on your 20    
Form 1099. 
 Distribution Election: Please distribute         % of the shares issuable under my
20     RSU Award to me when such RSUs vest on             , 20     (or as soon as practicable thereafter). 
  

					
	Print Name	 		  	Signature
			
	  
	 		  	  


 Dated:
                     
 PLEASE
RETURN THIS COMPLETED FORM TO 
 ENTRAVISION’S LEGAL DEPARTMENT 
 NO LATER THAN             , 20